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    SEC Form SC 13G/A filed by SQZ Biotechnologies Company (Amendment)

    2/14/22 6:32:51 AM ET
    $SQZ
    Medicinal Chemicals and Botanical Products
    Health Care
    Get the next $SQZ alert in real time by email
    SC 13G/A 1 d274978dsc13ga.htm SC 13G/A SC 13G/A

     

     

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    SCHEDULE 13G

    (Rule 13d-102)

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

    UNDER THE SECURITIES EXCHANGE ACT OF 1934

    (Amendment No. 1 )*

     

     

    SQZ Biotechnologies Company

    (Name of Issuer)

    Common Stock, $0.001 par value per share

    (Title of Class of Securities)

    78472W104

    (CUSIP Number)

    December 31, 2021

    (Date of Event which Requires Filing of this Statement)

     

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

      ☐

    Rule 13d-1(b)

     

      ☑

    Rule 13d-1(c)

     

      ☐

    Rule 13d-1(d)

     

    *

    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     


    CUSIP No.            78472W104   Page 2 of 10        

     

      1           

    NAMES OF REPORTING PERSONS

     

    Temasek Holdings (Private) Limited

      2  

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

    (a)  ☐        (b)  ☐

     

      3  

    SEC USE ONLY

     

      4  

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Republic of Singapore

    NUMBER OF

    SHARES

        BENEFICIALLY    

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH:

       5    

    SOLE VOTING POWER

     

    0

       6   

    SHARED VOTING POWER

     

    2,758,169

       7   

    SOLE DISPOSITIVE POWER

     

    0

       8   

    SHARED DISPOSITIVE POWER

     

    2,758,169

      9  

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    2,758,169

    10  

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

     

    11  

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    9.8%(1)

    12  

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

    HC

     

    (1)

    Based on 28,066,795 shares of the Issuer’s (as defined herein) Common Stock outstanding as of November 3, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 10, 2021.


    CUSIP No.            78472W104   Page 3 of 10        

     

      1           

    NAMES OF REPORTING PERSONS

     

    Fullerton Management Pte Ltd

      2  

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

    (a)  ☐        (b)  ☐

     

      3  

    SEC USE ONLY

     

      4  

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Republic of Singapore

    NUMBER OF

    SHARES

        BENEFICIALLY    

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH:

       5    

    SOLE VOTING POWER

     

    0

       6   

    SHARED VOTING POWER

     

    2,758,169

       7   

    SOLE DISPOSITIVE POWER

     

    0

       8   

    SHARED DISPOSITIVE POWER

     

    2,758,169

      9  

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    2,758,169

    10  

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

     

    11  

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    9.8%(1)

    12  

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

    HC

     

    (1)

    Based on 28,066,795 shares of the Issuer’s Common Stock outstanding as of November 3, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 10, 2021.


    CUSIP No.            78472W104   Page 4 of 10        

     

      1           

    NAMES OF REPORTING PERSONS

     

    Temasek Life Sciences Private Limited

      2  

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

    (a)  ☐        (b)  ☐

     

      3  

    SEC USE ONLY

     

      4  

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Republic of Singapore

    NUMBER OF

    SHARES

        BENEFICIALLY    

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH:

       5    

    SOLE VOTING POWER

     

    0

       6   

    SHARED VOTING POWER

     

    2,758,169

       7   

    SOLE DISPOSITIVE POWER

     

    0

       8   

    SHARED DISPOSITIVE POWER

     

    2,758,169

      9  

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    2,758,169

    10  

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

     

    11  

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    9.8%(1)

    12  

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

    HC

     

    (1)

    Based on 28,066,795 shares of the Issuer’s Common Stock outstanding as of November 3, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 10, 2021.


    CUSIP No.            78472W104   Page 5 of 10        

     

      1           

    NAMES OF REPORTING PERSONS

     

    Elbrus Investments Pte. Ltd.

      2  

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

    (a)  ☐        (b)  ☐

     

      3  

    SEC USE ONLY

     

      4  

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Republic of Singapore

    NUMBER OF

    SHARES

        BENEFICIALLY    

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH:

       5    

    SOLE VOTING POWER

     

    0

       6   

    SHARED VOTING POWER

     

    1,888,924

       7   

    SOLE DISPOSITIVE POWER

     

    0

       8   

    SHARED DISPOSITIVE POWER

     

    1,888,924

      9  

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    1,888,924

    10  

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

     

    11  

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    6.7%(1)

    12  

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

    CO

     

    (1)

    Based on 28,066,795 shares of the Issuer’s Common Stock outstanding as of November 3, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 10, 2021.


    CUSIP No.            78472W104   Page 6 of 10        

     

      1           

    NAMES OF REPORTING PERSONS

     

    V-Sciences Investments Pte Ltd

      2  

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

    (a)  ☐        (b)  ☐

     

      3  

    SEC USE ONLY

     

      4  

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Republic of Singapore

    NUMBER OF

    SHARES

        BENEFICIALLY    

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH:

       5    

    SOLE VOTING POWER

     

    0

       6   

    SHARED VOTING POWER

     

    869,245

       7   

    SOLE DISPOSITIVE POWER

     

    0

       8   

    SHARED DISPOSITIVE POWER

     

    869,245

      9  

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    869,245

    10  

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

     

    11  

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    3.1%(1)

    12  

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

    CO

     

    (1)

    Based on 28,066,795 shares of the Issuer’s Common Stock outstanding as of November 3, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 10, 2021.


    CUSIP No.            78472W104   Page 7 of 10        

     

    Item 1(a).

    Name of Issuer:

    SQZ Biotechnologies Company (the “Issuer”)

     

    Item 1(b).

    Address of Issuer’s Principal Executive Offices:

    200 Arsenal Yards Blvd, Suite 210, Watertown, MA 02472

     

    Item 2(a).

    Name of Person Filing:

    This Schedule 13G is being jointly filed by the following reporting persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

      (i)

    Temasek Holdings (Private) Limited (“Temasek”);

      (ii)

    Fullerton Management Pte Ltd (“FMPL”);

      (iii)

    Temasek Life Sciences Private Limited (“TLS”);

      (iv)

    Elbrus Investments Pte. Ltd.; (“Elbrus”); and

      (v)

    V-Sciences Investments Pte Ltd (“V-Sciences”).

     

    Item 2(b).

    Address of Principal Business Office or, if none, Residence:

    The address of the principal business office of each Reporting Person is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.

     

    Item 2(c).

    Citizenship:

    Each of the Reporting Persons: Republic of Singapore

     

    Item 2(d).

    Title of Class of Securities:

    Common Stock, $0.001 par value per share.

     

    Item 2(e).

    CUSIP Number:

    78472W104

     

    Item 3.

    If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

    Not applicable.

     

    Item 4.

    Ownership.

     

      (a)

    Amount beneficially owned:

    As of December 31, 2021, Elbrus directly owned 1,888,924 shares of the Issuer’s Common Stock and V-Sciences directly owned 869,245 shares of the Issuer’s Common Stock. Each of Elbrus and V-Sciences is a wholly-owned subsidiary of TLS, which in turn is a wholly-owned subsidiary of FMPL, which in turn is a wholly-owned subsidiary of Temasek. Each of TLS, FMPL and Temasek, through the ownership described herein, may be deemed to beneficially own the shares directly owned by Elbrus and V-Sciences.

     

      (b)

    Percent of class:

    As of December 31, 2021:

    Temasek, FMPL, TLS: 9.8%

    Elbrus: 6.7%

    V-Sciences: 3.1%

    The percentages above are based on 28,066,795 shares of the Issuer’s Common Stock outstanding as of November 3, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 10, 2021


    CUSIP No.            78472W104   Page 8 of 10        

     

      (c)

    Number of shares as to which the person has:

    With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, the shares of the Issuer’s Common Stock, please see Item 4(a) above regarding qualifications as to beneficial ownership.

     

      (i)

    Sole power to vote or to direct the vote:

    0.

     

      (ii)

    Shared power to vote or to direct the vote:

    Temasek, FMPL, TLS: 2,758,169

    Elbrus: 1,888,924

    V-Sciences: 869,245

     

      (iii)

    Sole power to dispose or to direct the disposition of:

    0.

     

      (iv)

    Shared power to dispose or to direct the disposition of:

    Temasek, FMPL, TLS: 2,758,169

    Elbrus: 1,888,924

    V-Sciences: 869,245

     

    Item 5.

    Ownership of Five Percent or Less of a Class.

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☑.

    As of the date hereof, V-Sciences is not the beneficial owner of more than 5 percent of the Issuer’s Common Stock.

     

    Item 6.

    Ownership of More than Five Percent on Behalf of Another Person.

    Not Applicable.

     

    Item 7.

    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

    Not Applicable.

     

    Item 8.

    Identification and Classification of Members of the Group.

    Not Applicable.

     

    Item 9.

    Notice of Dissolution of Group.

    Not Applicable.

     

    Item 10.

    Certification.

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


    CUSIP No.            78472W104   Page 9 of 10        

     

    SIGNATURE

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Dated: February 14, 2022   TEMASEK HOLDINGS (PRIVATE) LIMITED
        By:  

    /s/ Jason Norman Lee

            Name   :   Jason Norman Lee
            Title   :   Authorized Signatory
    Dated: February 14, 2022   FULLERTON MANAGEMENT PTE LTD
        By:  

    /s/ Gregory Tan

            Name   :   Gregory Tan
            Title   :   Director
    Dated: February 14, 2022   TEMASEK LIFE SCIENCES PRIVATE LIMITED
        By:  

    /s/ Lim Siew Lee Sherlyn

            Name   :   Lim Siew Lee Sherlyn
            Title   :   Director
    Dated: February 14, 2022   ELBRUS INVESTMENTS PTE. LTD.
        By:  

    /s/ Lim Siew Lee Sherlyn

            Name   :   Lim Siew Lee Sherlyn
            Title   :   Director
    Dated: February 14, 2022   V-SCIENCES INVESTMENTS PTE LTD
        By:  

    /s/ Zahedah Abdul Rashid

            Name   :   Zahedah Abdul Rashid
            Title   :   Director


    CUSIP No.            78472W104   Page 10 of 10        

     

    LIST OF EXHIBITS

     

    Exhibit No.

      

    Description

    99.1    Joint Filing Agreement, dated as of November  13, 2020, by and among Temasek, FMPL, TLS, Elbrus and V-Sciences (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons on November 13, 2020).
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